UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 1222, 2022

CASI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

0-20713

(Commission File Number)

58-1959440

(IRS Employer
Identification No.)

9620 Medical Center Drive, Suite 300

Rockville, Maryland

(Address of principal executive offices)

20850

(Zip Code)

(240) 864-2600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock		CASI		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~ 2Item 1.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~August~~September 1222, 2022, CASI Biopharmaceuticals (Wuxi) Co., Ltd, a subsidiary of CASI Pharmaceuticals, Inc. and a company established under the laws of P.R. China (“CASI Wuxi”), entered into an Equity Transfer Agreement (the “~~Company~~Equity Transfer Agreement”) ~~issued~~with Shenzhen Jiadao Gongcheng Equity Investment Fund (Limited Partnership) (“Jiadao Gongcheng”), a ~~press~~limited ~~release~~partnership enterprise ~~reporting~~incorporated ~~its~~under ~~financial~~the ~~results~~laws ~~for~~of P.R. China, pursuant to which the ~~three~~CASI ~~and~~Wuxi ~~six~~agreed ~~month~~to transfer to Jiadao Gongcheng its ~~periods~~equity ~~ending~~interest ~~June~~in 30the registered capital of RMB 18,545,809 ~~2022.~~of ~~The~~Juventas ~~press~~Biotechnology ~~release~~(Tianjin) isCo., ~~furnished~~Ltd. as ~~Exhibit 99.1~~of the date of the Equity Transfer Agreement (the "Target Equity") for a consideration of RMB 240,873,500 (the "Equity Transfer"), subject to the terms and conditions of this ~~Current~~Equity ~~Report~~Transfer onAgreement, ~~Form~~and ~~8-K~~Jiadao Gongcheng agreed to accept the transfer of the Target Equity subject to the terms and conditions of this Equity Transfer Agreement.

~~The~~Pursuant ~~information~~to onthe ~~this~~Equity ~~Current~~Transfer ~~Report~~Agreement, onJiadao ~~Form~~Gongcheng ~~8-K~~will ~~(including~~make ~~Exhibit 99.1)~~payment ~~shall not be deemed “filed” for purposes~~ of ~~Section 18~~RMB of240,873,500 ~~the~~in ~~Securities Act~~two ofequal ~~1934~~installments, aswith ~~amended (~~the ~~“Exchange~~second ~~Act”)~~installment orpaid ~~otherwise~~shortly ~~subject to~~ after the ~~liabilities~~completion of ~~that Section, nor shall it be deemed incorporated by reference in any filing by~~ the ~~Company~~registration ~~under~~with ~~the~~competent ~~Securities~~governmental ~~Act~~authorities of ~~1933, as amended, or~~ the ~~Exchange~~Equity ~~Act, except as expressly set forth by specific reference in such a filing~~Transfer.

Upon the completion of the Equity Transfer, Jiadao Gongcheng shall be entitled to the relevant shareholders' rights as a Series A + investor with respect to the Target Equity in accordance with the Shareholders’ Agreement of Juventas Biotechnology (Tianjin) Co., Ltd., as amended or modified from time to time subsequently.

The Equity Transfer Agreement contains certain representations, warranties and covenants, conditions precedent, indemnification and termination provisions.

The foregoing description of the Equity Transfer Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Equity Transfer Agreement that will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

A copy of the press release of the Company announcing the Equity Transfer is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description of Document
99.1	Press Release of CASI Pharmaceuticals, Inc., dated ~~August~~September 1223, 2022
104	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CASI PHARMACEUTICALS, INC.

	/s/ Larry Zhang

	Larry (Wei) Zhang
	President and Principal Financial Officer

Date: ~~August~~September 1223, 2022

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